September 20, 2001

Boysen Hodgson and Jessamyn Smyth
69 Boyle Road
Gill, MA 01376

Dear Boysen and Jessamyn,

      After Eric's and my visit to the farm Saturday (Sept 15th), when we met you for the first time and also for the first time learned much of what had happened, my e-mail to you on Sunday the 16th, and your reply on Monday the 17th, I believe it's clear that you and I (and also Eric) would like to come to an agreeable resolution that leaves each of us feeling good. I am reconciled to a substantial departure, from what I had intended up until noontime Saturday, regarding occupancy of the stone house. Since you moved in in April you have clearly invested a great deal of energy and commitment, as well as a fair amount of money into making it into a fine residence, and I think it would be unconscionable (though legal) were I to insist that you not continue living there.

      This letter is by way of exploration of how we may proceed. First let me note what I understand our desires to be. Then I will propose, tentatively, a resolution.

      (1) You want to gain a share in the ownership of the farm, at least one-third, and to continue occupying the stone house as your private residence. You do not want intrusive foot traffic and/or noise in the vicinity of the house, i.e. you want privacy. You would find it acceptable if a modest-sized group of people (say perhaps 5 or 6) lived in a separate structure (or structures) located between Ted's house and your house, in a way consistent with your desire for privacy and quiet. You would like to acquire your share in the farm by 'renting to own', because you are not in a position to purchase it outright. You are interested in a little gardening, but not in taking part in growing substantial amounts of vegetables. Your inclination is to develop the farm (We've been calling it Unadilla Farm since the beginning) as a resource for ecological education of young people, in particular students at the Gill Elementary School across the street from the farm.

      (2) Eric wants to retain his one-third interest in the farm, i.e. he no longer wants to sell it. He is also reconciled to your continuing as sole occupants of the stone house. This is in spite of our shared belief that Ted and/or lawyers, in telling you that you could move all our belongings out and occupy the stone house before the then-anticipated sale of our interests, when we were still owners, was acting illegitimately, and possibly illegally, to 'evict' us, not in a legal sense but by accomplishing a faît accompli. Eric wants to have accommodations at the farm adequate for him to enjoy being there, initially for a somewhat limited time each year. My suggestion to him (and to you) is that you help him attain this by mutually arranging that during the first year or two, he have use of your guest room for perhaps up to two weeks per year, and that you agree to help him renovate some space in one of the other structures which will subsequently afford him a private place for his exclusive use, just as the stone house will then be for your sole use.

      Eric also accepts the faît accompli that Heidi is now living in the cottage, which, up until noontime Saturday, he had contemplated occupying as his private living space at the farm. Our understanding when we left you on Saturday was that Heidi wishes to live in the cottage as a tenant, paying $200/month rent and has agreed to help Ted with some nebulously-defined tasks. Eric of course wants the rent paid to him, and expressed to me that $200/month is acceptable. Obviously there should be a separate agreement between Heidi and Eric in which everything (other than work for Ted) is spelled out clearly. It also should be obvious that in accepting his de facto 'eviction' from the stone house by Ted, and the much-reduced accommodations that will be available for him, it is he, not Ted, who should get the cottage rent. Also, in the event that at some future time Heidi moves out, Eric should have the option either to occupy it himself or to rent it. I mention these considerations, which will not be my concerns if you buy my interest in the farm, because as new owners they will concern you.

      (3) I want to sell my one-third interest in the farm to you. After Ted rejected the offer Eric and I made on May 23rd,[1] and made a counterproposal in August,[2] I decided that instead of selling to Ted (and 'some couple' - it was always vague) I would find a way to give my share in the farm to a trust I established two years ago, so that it could serve a socially beneficial function. That was my intention up until noontime Saturday Sept 15th, when I learned of the de facto coup that Ted had arranged.
[1] See attached letter of May 23, 2001 from our lawyer to his.
[2] See text of e-mail of August 10, 2001 at end of today's letter.

      Aside from the monetary considerations, which I'll get to in a moment, I would like to be able to visit occasionally (perhaps as much as a day or two a year) and to be accommodated at the farm, either in you guest room or, when he has it set up, in Eric's space. I would like to take up your verbal offer to mow an area around the linden tree and the adjacent spot where Freda is buried, and to keep it as a small memorial area. I am thinking that I could prune the tree when I visit, perhaps set up a little glass-enclosed informational board with a photograph (or several) of her, and a paragraph or two about her life and the libraries where her papers are housed. Perhaps at the time of my eightieth birthday (2005) I could invite our two daughters and their families for a time of remembrance of Freda, who died before any of her five grandchildren were born. At that time we would all stay in Bernardston except for a brief visit (perhaps an hour or two) to the memorial spot and the farm.

      My offer then is as follows:
1. You accept my 'wants' as given in the preceding paragraph, and Eric's 'wants' as given above.
2. You will buy my one-third interest in Unadilla Farm for $68,151.50, by paying me, on the first day of each month, beginning on October 1, 2001, an amount that will liquidate the debt in, say 20 years. You will pay interest of one-twelfth of 5% per month on the unpaid balance. If you pay off the debt at a faster rate, there will be no penalty.
3. You will assume responsibility for one-third of the taxes on the farm, the insurance, and any other agreed-upon common costs, and liabilities, of the three partners.
4. If you fail to make payments (on the debt and/or of taxes due) in a timely fashion, the sale of my interest to you will be invalidated, and you will retain no equity.
5. As long as I live, payments on the balance of the debt will be deposited to my account, namely
        Account No. 1000204346 in the    Cambridgeport Bank
                                                              689 Massachusetts Ave
                                                              Cambridge MA 02139-3302
unless I subsequently designate a different mode of payment.
6. At the same time you mail a check or money order for deposit to my account or make a tax payment, you will e-mail or mail me a note informing me, and stipulating the amount of the deposit or of the payment to the tax collector.
7. If the debt is not paid off at the time of my death, subsequent payments will continue in a timely fashion, as stipulated above, but to a recipient (perhaps the Grassroots Infrastructure Charitable Foundation - the one I set up two years ago, perhaps to Eric) that I must still determine.
8. Whatever useful personal belongings of mine remain at the farm will be for your and/or Eric's use, to be agreed upon by both parties.
9. All appliances you bought since occupying the stone house in April will be your personal belongings.
10. Neither Eric nor I will seek any 'rental' for the six months of April through September during which your occupancy has been, at the very least, though not through your intent, problematic.
11. You will not seek to 'recoup' the money you spent on repairs during that six-month period.

      I think these eleven points pretty much cover everything I've thought about and talked about with Eric. Of course, you, he, and I should feel free to raise other points.

      With regard to Ted, his actions are at the least improper, and possibly in the category of fraud. I say this because, from what you told us, it was his intention to buy our shares in the farm, and then, to have you pay him $200/month rent-to-buy retroactive to April 2001. Explicitly, he would have been paid rental for the stone house during a period when Eric and I owned 2/3 interest in the farm, and during which the stone house was designated for our exclusive use, to occupy or rent. To make that possible, he told you that you could move Eric's and my belongings out of the house, and occupy it.

      From the fact that Ted encouraged you to move in, and that he anticipated a rent-to-buy arrangement with you, it is manifest that he accepted your eventual partnership in Unadilla Farm, and your sole occupancy of the Stone house. I believe that his actions are such as to invalidate any objection he might have to my selling my interest in the farm to you. Specifically, the "Agreement Relative to Unadilla Farm, Boyle Road, Gill, Massachusetts 01376" of June 5, 1989 states in part,

"3) In the event that any of the three parties hereto desires to withdraw from involvement in the use of the land, then upon written notice, by certified mail, return receipt requested, to the others at the addresses hereinafter stated, the remaining parties shall have the first option to either purchase the withdrawing party's interest in the property or to find a purchaser mutually satisfactory to the remaining parties. Such option shall expire at the expiration of 9 calendar months from the date of mailing of notice from the withdrawing party.

"If no such mutually acceptable purchaser is found, the remaining parties shall no later than the expiration of said 9 calendar months pay 20% of the value of the withdrawing party's interest . . ."

The certified notice was mailed June 30, 2000. Nine calendar months later was March 31, 2001. Ted did not purchase our shares prior to April 1, 2001. Nor did he "find a purchaser mutually satisfactory" who was prepared to purchase. Nor did he make any effort to conform with the requirement that he initiate payment by April 1. I believe his actions, and inactions, were in violation of the agreement.

      Now let me turn to the arithmetic of my proposed sale to you. First, you may be surprised to learn that Ted's figure of $200/month for renting-to-buy is totally unrealistic. The numbers I used imply a monthly payment of $449.77. In addition, farm taxes for fiscal year ending June 30, 2001 come to $4,621.27. For a long time we've paid one-third each, without trying to apportion it in accord with our individual use of various parts of the farm. This was at Ted's suggestion. One third of the total tax is 1,540.42, or, on a per month basis, 128.37. That's probably not going to change much. But this means that the sale terms I'm proposing would cost you about 578.14 per month, exclusive of insurance and other costs.
      You can see the absurdity of Ted's number easily, as follows: If he were the owner, as he was intending, his tax per month would be 3x128.37, or 385.11. Suppose he was very generous, asked only for one-third, 128.37 in spite of your exclusive use of the stone house, charged you only $48,000, and asked no interest. In that case he would be getting from you (200.00 - 128.37), or 71.63/month towards the purchase of your share of the farm. It would take (48,000÷71.63) months, i.e. 670.11 months, or 55.84 years for you to acquire ownership. Way beyond his lifetime and way beyond reason!

      I will send this letter to you in hardcopy and will enclose the algebraic derivation of the formula for calculating the monthly payments, so you will understand it and be able to use it without having to obtain brokers' tables for mortgage payments. Why did I choose the figures I used? The sale price, 68,151.50 is the adjustment of 48,000, taking account of cost-of-living changes, i.e. inflation since June of '89, as calculated and used by our lawyers (see the attached May 23, 2001 letter). It's the figure Ted rejected. The interest rate, (1/12) of 5% per month, is, I think, below prevailing commercial rates. It seemed reasonable, as did the twenty-year term.

      I hope you find the proposal fair. I would be happy to have it all settled, and look forward to your response.

                                                                        Sincerely,

                                                                        George Salzman